Can a corporation have only one director?

How many directors does a corporation need?

At least one, for a private company. Section 102(2) of the CBCA says a corporation shall have one or more directors, but a distributing (public) corporation with securities held by more than one person needs at least three, two of whom aren’t officers or employees. Section 115 of Ontario’s Business Corporations Act has the same structure: one or more for a private corporation, at least three for an offering corporation.

The articles set the number, or a minimum and maximum. Many startups set a range, such as one to ten, so they can add directors later without amending the articles.

Can the same person be director, officer and shareholder?

Yes. Section 121 of the CBCA allows a director to be appointed to any office and lets one person hold two or more offices. Section 133 of the Ontario Act allows the same. A solo founder is commonly the sole director, president, secretary and only shareholder.

Requirement	Ontario	Federal
Minimum directors, private company	1	1
Resident Canadian directors	Not required	At least one if fewer than four directors
Director must be	An individual, 18 or older, not bankrupt, legally capable	Same
One person in every role	Allowed	Allowed

What does a sole director still have to do?

Act formally. Decisions are recorded as written resolutions signed by the sole director, and shareholder matters as resolutions signed by the sole shareholder. It feels like paperwork for its own sake, but it shows the corporation made the decision, which is what keeps it separate from you. See shareholder resolution vs directors’ resolution.

A sole director also carries all of a director’s duties and statutory liabilities alone. See what does a director owe the company? and are directors personally liable for company debts?

What happens if the only director dies or becomes incapable?

The corporation can be left with no one able to act until shareholders elect a new director. If the sole director was also the sole shareholder, that may depend on their estate, which can take time. Some solo founders deal with this through their will or powers of attorney, or by adding a second director. Talk to an estates lawyer about your situation.

When should we add more directors?

Common points:

• A cofounder joins. Each founder often gets a board seat. See how do I add a cofounder?
• A priced round. The lead investor often takes a seat. See what is a term sheet?
• Federal residency. A federal corporation whose sole director moves abroad must add a resident Canadian. See can a non-resident be a director?

Watch for deadlock with an even number of directors, and agree in the shareholder agreement how it gets resolved.

Does Ontario need to be told?

Yes. Changes in directors are reported through the Ontario Business Registry by notice of change within 15 days, under section 4 of the Corporations Information Act. A federal corporation notifies Corporations Canada within 15 days under section 113 of the CBCA.

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This guide is general information about Ontario and Canadian law, not legal advice for your situation. To set up your board, book a free 15-minute consult.